SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2003
VORNADO REALTY TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 001-11954 22-1657560
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
888 Seventh Avenue
New York, New York 10019
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(Address of principal executive offices) (Zip Code)
(212) 894-7000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On November 17, 2003, Vornado Realty Trust entered into a Purchase
Agreement with Eaton Vance Tax-Advantaged Dividend Income Fund, a Massachusetts
business trust, relating to the issuance and sale by Vornado of an aggregate of
1,600,000 7.00% Series D-10 Cumulative Redeemable Preferred Shares, liquidation
preference $25.00 per share, no par value (the "Series D-10 Preferred Shares"),
of Vornado for an aggregate purchase price of $40 million. The transaction
closed on the same day.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K:
Exhibit No. Description
1.1 Purchase Agreement, dated November 17, 2003, between Vornado
Realty Trust and Eaton Vance Tax-Advantaged Dividend Income Fund.
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with Respect to 7.00% Series D-10 Cumulative Redeemable
Preferred Shares.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VORNADO REALTY TRUST
(Registrant)
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice President--
Finance and Administration and
Chief Financial Officer
Date: November 17, 2003
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Index to Exhibits
Exhibit No. Description
1.1 Purchase Agreement, dated November 17, 2003, between Vornado
Realty Trust and Eaton Vance Tax-Advantaged Dividend Income Fund.
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with Respect to 7.00% Series D-10 Cumulative Redeemable
Preferred Shares.
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EXECUTION COPY
PURCHASE AGREEMENT
November 17, 2003
Eaton Vance Tax-Advantaged Dividend Income Fund
c/o Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
Facsimile Number: (617) 338-8054
Attention: William R. Cross
Ladies and Gentlemen:
1. Registration Statement and Prospectus. Vornado Realty Trust, a Maryland
real estate investment trust (the "REIT") has filed with the Securities and
Exchange Commission (the "SEC") a Registration on Form S-3 (File Nos.
333-29013, 333-40787 and 333-108138), including a Prospectus, dated August
28, 2003, relating to, among other things, certain of the REIT's equity
Securities (the "BASE PROSPECTUS") and will file a Prospectus Supplement,
dated November 17, 2003, to the Base Prospectus relating to the REIT's
7.00% Series D-10 Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share (the "SHARES") (the
"PROSPECTUS SUPPLEMENT" and, together with the Base Prospectus, the
"PROSPECTUS"). As used herein, the terms "Registration Statement", "Base
Prospectus", "Prospectus Supplement", and "Prospectus" include in each case
the material incorporated by reference therein.
2. Certain Representations; Opinion of Counsel.
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(a) The REIT represents and warrants to Eaton Vance Tax-Advantaged Dividend
Income Fund, a Massachusetts business trust (the "SUBSCRIBER"), as
follows:
(i) The REIT has delivered to the Subscriber true, correct and
complete copies (including all exhibits) of (i) the REIT's Annual
Report on Form 10-K for the year ended December 31, 2002, (ii) the
REIT's Quarterly Reports on Form 10-Q for the periods ended March
31, June 30 and September 30, 2003, (iii) the Current Reports of
the REIT on Form 8-K filed with the SEC on May 28, June 2 and
September 23, 2003 (collectively, the "VORNADO REPORTS"). The
Vornado Reports were prepared and filed in compliance with the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
or the Securities Act of 1933, as amended (the "SECURITIES ACT"),
as applicable, and the rules and regulations promulgated by the
SEC thereunder, and did not, as of their respective dates, contain
any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made,
not
misleading. The consolidated financial statements and the interim
consolidated financial statements of the REIT included in the
Vornado Reports were prepared in accordance with generally
accepted accounting principles (except as may be indicated in the
notes thereto) and fairly presented the consolidated financial
condition and results of operations of the REIT and its
subsidiaries at the dates thereof and for the periods then ended,
subject, in the case of the interim consolidated financial
statements, to normal year end adjustments and any other
adjustments described therein. Since December 31, 2002, the REIT
has filed all periodic or other reports required to be filed with
the SEC pursuant to the Exchange Act and the rules and regulations
promulgated thereunder.
(ii) Since September 30, 2003, there has not been any material adverse
change in or affecting the business, assets, financial condition
or business prospects of the REIT and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Vornado
Reports.
(iii) The REIT has all requisite trust authority and power to execute
and deliver this Agreement, the Exemption and Designation Pursuant
to Section 6.6(l) of the Amended and Restated Declaration of Trust
of Vornado Realty Trust (the "WAIVER") and the Articles
Supplementary of the REIT with respect to Shares approved by a
Pricing Committee of the REIT's Board of Trustees on and as of
November 17, 2003 (the "ARTICLES SUPPLEMENTARY") and to consummate
the transactions contemplated hereby and thereby, including filing
the Prospectus Supplement with the SEC pursuant to Rule 424
promulgated under the Securities Act. The execution and delivery
of this Agreement, the Waiver and the Articles Supplementary and
the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by all requisite
trust action on the part of the REIT, and no other proceedings on
the part of the REIT are necessary to authorize this Agreement,
Waiver or the Articles Supplementary or to consummate the
transactions contemplated hereby and thereby. Each of this
Agreement, the Waiver and the Articles Supplementary has been duly
and validly executed and delivered by the REIT and, assuming this
Agreement has been duly authorized, executed and delivered by the
Subscriber and assuming that the Tax Representation Letter
Agreement in connection with the Waiver, dated November 17, 2003,
has been duly authorized, executed and delivered by the
Subscriber, constitutes a valid and binding agreement of the REIT
enforceable against the REIT in accordance with its terms except
as may be limited by applicable bankruptcy, conservatorship,
receivership, insolvency, reorganization, moratorium or similar
laws affecting rights of creditors generally and by general
principles of equity.
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(iv) Neither the execution and delivery of this Agreement, the Waiver
or the Articles Supplementary by the REIT nor the consummation by
the REIT of the transactions contemplated hereby or thereby nor
compliance by the REIT with any of the provisions hereof or
thereof will (i) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of
the Amended and Restated Declaration of Trust of the REIT, as
amended, including through the Articles Supplementary (the
"DECLARATION OF TRUST"), any note, bond, mortgage, indenture,
lease, license, contract, agreement or other instrument or
obligation to which the REIT is a party or by which it or any of
its properties or assets may be bound or (ii) to the knowledge of
the REIT, violate any order, writ, injunction, decree, statute,
rule or regulation applicable to the REIT or any of its properties
or assets, except in the case of (ii) for violations, breaches or
defaults that would not in the aggregate have a material adverse
effect on the business or financial condition of the REIT and its
subsidiaries taken as a whole and that shall not materially impair
the effectiveness of the transactions contemplated hereby.
(v) No action, suit, claim, investigation or proceeding, whether legal
or administrative or in mediation or arbitration, is pending or,
to the knowledge of the REIT, threatened, at law or in equity,
against the REIT before or by any federal, state, county or
municipal court, tribunal, government, or any department, agency,
bureau, board or commission, regulatory authority, or other
governmental or similar type body, subdivision or instrumentality
obtaining authority therefrom or created pursuant to any law which
if determined adversely to the REIT could reasonably be expected
to interfere in any material respect with the ability of the REIT
to perform its obligations pursuant to this Agreement or the
Articles Supplementary or which seek to restrain, prohibit,
invalidate, set aside, rescind, prevent or make unlawful this
Agreement or the Articles Supplementary or the carrying out of
this Agreement or the Articles Supplementary. There are no
judgments, decrees or orders entered on a suit or proceeding
against the REIT which, if determined adversely to the REIT could
reasonably be expected to materially adversely affect the ability
of the REIT to perform its obligations pursuant to this Agreement
or the Articles Supplementary, or which seeks to restrain,
prohibit, invalidate, set aside, rescind, prevent or make unlawful
this Agreement or the Articles Supplementary or the carrying out
of this Agreement or the Articles Supplementary.
(vi) The REIT has delivered to the Subscriber a true and complete copy
of the Declaration of Trust and By-Laws of the REIT, each as
amended or supplemented (including all Articles Supplementary and
exhibits), which
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has been filed with the State Department of Assessments and
Taxation of Maryland, and such has not been amended and no such
amendment to said Amended and Restated Declaration of Trust has
been approved by the Board of Trustees or the shareholders of the
REIT since the Articles Supplementary were approved by said Board
of Trustees on and as of November 17, 2003.
(vii) The Shares have been duly authorized and, when issued pursuant to
the terms of this Agreement, will be validly issued and
outstanding, fully paid and non-assessable and will be free of any
preemptive rights. In addition, the Shares, when issued pursuant
to the terms of this Agreement, will not constitute "Excess Stock"
as defined under the Declaration of Trust.
(viii) The Registration Statement and the Prospectus (A) comply in all
material respects with the Securities Act and the applicable rules
and regulations thereunder, (B) correctly describe in all material
respects the business of the REIT and (C) do not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading.
(ix) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement and the Prospectus, when
they became effective or were filed with the SEC, as the case may
be, complied in all material respects with the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules
and regulations of the SEC thereunder.
(x) The Prospectus Supplement will be filed with the SEC in the manner
and within the time period required by Rule 424(b). The
Registration Statement has been declared effective under the
Securities Act, and no stop order suspending the effectiveness of
the Registration Statement and no order directed at any document
incorporated by reference in the Prospectus or any amendment or
supplement thereto has been issued, and no proceedings for that
purpose have been instituted or threatened by the SEC.
(xi) The REIT is a real estate investment trust, duly formed and
existing under the laws of the state of Maryland in good standing
with the State Department of Taxation of Maryland, with trust
power to own, lease and operate its properties and to conduct its
business and is duly qualified as a foreign organization to
transact business and is in good standing in each jurisdiction in
which such qualification is required except where the failure to
so qualify would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business
affairs or business prospects of the REIT and its subsidiaries
taken as a whole.
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(xii) Neither the REIT nor any subsidiary of the REIT has any present
plan or intention, and neither the REIT nor any subsidiary of the
REIT has any actual knowledge of any present plan or intention of
any partner in Vornado Realty L.P., a Delaware limited partnership
(the "PARTNERSHIP"), to take any action or actions that would or
likely would result in the Partnership becoming a PTP in the
foreseeable future. Neither the REIT nor any subsidiary of the
REIT has actual knowledge of facts that reasonably would cause it
to expect that the Partnership would or likely would become a PTP
in the foreseeable future.
(xiii) The REIT has properly elected to be taxed as a Qualified REIT in
accordance with Sections 856 to 860 of the Code, currently
qualifies for taxation as a Qualified REIT and has no plan or
intention or knowledge of facts that likely would cause it to fail
to qualify for taxation as a Qualified REIT in the foreseeable
future.
(xiv) Upon issuance of the Shares to the Subscriber pursuant to this
Agreement, there shall be no class or series of shares of
beneficial interest in the REIT authorized or outstanding that
shall be entitled to the receipt of dividends or distributions or
of amounts distributable upon liquidation, dissolution or winding
up of the REIT in preference or priority to the holders of the
Shares.
(xv) No Existing Constructive Holder has sent the REIT a Section 6.9(a)
Notice (as such term is defined in Section 9(b) of the Declaration
of Trust) that an event described in Section 6.9(a) of the
Declaration of Trust has occurred and is continuing.
(xvi) For so long as the Waiver remains in effect, the Company, upon
the written request of the Subscriber shall use commercially
reasonable efforts to cooperate with and respond in writing to
written inquiries regarding Vornado's tenants or such other
information about the REIT and its shareholders to assist the
Subscriber in determining compliance with the representations,
warranties and undertakings on which the Waiver relies.
As used herein, the following terms have the following meanings:
"CODE" means the Internal Revenue Code of 1986, as amended.
"PTP" means a "publicly traded partnership" within the meaning of Section
7704 of the Code.
"QUALIFIED REIT" means an entity that has properly elected to be taxed as a
real estate investment trust in accordance with Sections 856 to 860 of the
Code, currently qualifies for taxation as a real estate investment trust
thereunder.
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(b) At the Closing (as defined below), counsel to the REIT will render
opinions to the Subscriber in substantially the forms attached hereto
as Exhibits A and B.
3. Sale of Shares.
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(a) The REIT hereby agrees to sell to the Subscriber, and the Subscriber
hereby agrees to purchase from the REIT, 1,600,000 Shares. The purchase
price of each Share is $25.00, and is payable in cash at the Closing.
(b) The sale and purchase of the Shares (the "CLOSING") shall take place at
the offices of the REIT on November 17, 2003 (the "CLOSING DATE").
(c) On the Closing Date, the Subscriber shall, if the condition set forth
in Section 3(d) below is satisfied on the Closing Date, pay to the REIT
by wire transfer in immediately available funds the purchase price of
the Shares purchased by the Subscriber, against delivery to such
Subscriber of each of the documents set forth on Schedule A attached
hereto.
(d) The obligations of the Subscriber to purchase the Shares hereunder are
subject to the accuracy of the REIT's representations and warranties
contained herein, the opinions to be delivered to pursuant to Section
1(b) and the delivery of the documents set forth on Schedule A.
(e) The obligation of the REIT to issue and sell any of the Shares is
subject to the accuracy of the representations and warranties of the
Subscriber contained herein and the delivery by the Subscriber of the
entire purchase price.
4. Subscriber Representations.
--------------------------
The Subscriber represents and warrants to the REIT that it is able to bear
the economic risk of losing its entire investment in the Shares and
understands that an investment in the the REIT involves substantial risks;
the Subscriber has the power and authority to enter into this Agreement,
and the execution and delivery of, and performance under this Agreement,
shall not conflict with any rule, regulation, judgment or agreement
applicable to the Subscriber. The Subscriber has had the opportunity to
discuss the REIT's affairs with the REIT's officers.
5. Covenant of the REIT.
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The REIT shall not issue any Shares to any Person other than the 1,600,000
Shares to be issued to the Subscriber herewith or a holder of Series D-10
Preferred Units of the Partnership (the "UNITS") upon redemption of such
Units.
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6. Miscellaneous.
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(a) This Agreement may not be amended or terminated except by written
agreement of the Subscriber and the REIT. This Agreement shall be
binding on the parties and on their permitted assigns.
This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and
the same instrument.
(b) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. The federal and state courts sitting
in the Borough of Manhattan in The City of New York, New York, shall
have exclusive jurisdiction over all matters relating to this
Agreement.
(c) All notices, requests, service of process, consents, and other
communications under this Agreement shall be in writing and shall be
deemed to have been delivered (i) on the date personally delivered or
(ii) one day after properly sent by recognized overnight courier,
addressed to the respective parties at their address set forth in this
Agreement or (iii) on the day transmitted by facsimile so long as a
confirmation copy is simultaneously forwarded by recognized overnight
courier, in each case addressed to the respective parties at their
address or facsimile number set forth in this Agreement. Any party
hereto may designate a different address or facsimile number by
providing written notice of such new address or facsimile number to the
other party hereto as provided above.
(d) Without prejudice to its ability to recover for any losses, damages or
liabilities relating to any dispute, controversy or claim arising out
of or relating to this Agreement, each of the parties hereto shall pay
its own costs and expenses (including fees of its counsel) in
connection with this Agreement and the transactions contemplated hereby
and any amendments, consents or waivers (whether or not the same become
effective) under or in respect of this Agreement.
(e) The continuing liability of each of the Subscriber and the REIT
hereunder from and after the effectiveness of the transactions
hereunder contemplated to occur at the closing shall not exceed the
amount of money constituting the purchase price of the Shares purchased
by the Subscriber.
(f) The covenant of the REIT in Section 5 hereof shall survive the Closing
so long as the Shares are outstanding. The representations and
warranties of the Subscriber and the REIT herein contained shall
survive the Closing to the extent provided by the statute of
limitations as to such breaches under applicable law.
(g) A copy of the Agreement and Declaration of Trust of the Subscriber is
on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice hereby is given that this Agreement is
executed on behalf of the Subscriber by an
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officer or Trustee of the Subscriber in his or her capacity as an
officer or Trustee of the Subscriber and not individually and that the
obligations under or arising out of this Agreement are not binding upon
any of the Trustees, officers or shareholders individually but are
binding only upon the assets and properties of the Subscriber.
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If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, and upon the acceptance hereof by you
this letter and such acceptance hereof shall constitute a binding agreement
between the REIT and the Subscriber.
VORNADO REALTY TRUST
888 Seventh Avenue
New York, New York 10019
Facsimile: 212-894-9000
Attention: Executive Vice President -
Finance and Administration
and Chief Financial Officer
By /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice President -
Finance and Administration
and Chief Financial Officer
Confirmed, accepted and agreed
as of the date hereof:
EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND
c/o Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston Massachusetts 02109
Facsimile: (617) 338-8054
Attention:
By /s/ Thomas E. Faust, Jr.
---------------------------------------------
Name: Thomas E. Faust, Jr.
Title: President
SCHEDULE A
1. The Articles Supplementary with respect to 7.00% Series D-10 Cumulative
Redeemable Preferred Shares, dated as of November 17, 2003 in the form
attached hereto as Exhibit C as filed with and accepted by the State
Department of Assessments and Taxation of Maryland.
2. The legal opinions issued by Sullivan & Cromwell LLP and Venable LLP to the
Subscriber, dated as of November 17, 2003.
3. The good standing certificate of the REIT.
4. The Cross-Receipt.
5. Officer's Certificate of Vornado Realty Trust certifying as to authority,
good standing, and incumbency and attaching certified copies of resolutions
of the Board of Trustees.
6. The Exemption and Designation Pursuant to Section 6.6(1) of the Amended and
Restated Declaration of Trust of Vornado Realty Trust.
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
7.00% SERIES D-10 CUMULATIVE REDEEMABLE PREFERRED SHARES
(LIQUIDATION PREFERENCE $25.00 PER SHARE)
Vornado Realty Trust, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:
FIRST : Under a power contained in Article VI of the Amended and
Restated Declaration of Trust of the Trust (the "Declaration"), the Board of
Trustees of the Trust (the "Board of Trustees"), by unanimous written consent,
classified and designated 4,800,000 shares (the "Shares") of the Preferred
Stock, no par value per share (as defined in the Declaration), of the Trust as
shares of 7.00% Series D-10 Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, with the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption, which upon any restatement of the Declaration,
shall be deemed to be part of Article VI of the Declaration, with any necessary
or appropriate changes to the enumeration or lettering of sections or
subsections hereof:
7.00% SERIES D-10 CUMULATIVE REDEEMABLE PREFERRED SHARES
SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of Preferred
Stock shall be designated as 7.00% Series D-10 Cumulative Redeemable Preferred
Shares of Beneficial Interest, liquidation preference $25.00 per share, no par
value per share (the "Series D-10 Preferred Shares"), and 4,800,000 shall be the
number of shares of Preferred Stock constituting such series.
SECTION 2. DEFINITIONS. For purposes of the Series D-10 Preferred
Shares, the following terms shall have the meanings indicated:
"Board of Trustees" shall mean the Board of Trustees of the Trust or
any committee authorized by such Board of Trustees to perform any of its
responsibilities with respect to the Series D-10 Preferred Shares.
"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.
"Common Shares" shall mean the common shares of beneficial interest of
the Trust, par value $.04 per share.
"Dividend Payment Date" shall mean the March 15, June 15, September 15
and December 15 in each year, commencing on the first of March 15, June 15,
September 15 or December 15 to follow the Issue Date; provided, however, that if
any Dividend Payment Date falls on any day other than a Business Day, the
dividend payment due on such Dividend Payment Date shall be paid on the first
Business Day immediately following such Dividend Payment Date (without any
interest or other payment in respect of any such delay).
"Dividend Periods" shall mean quarterly dividend periods commencing on
March 15, June 15, September 15 and December 15 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend Period
(other than the initial Dividend Period with respect to each Series D-10
Preferred Share, which shall commence on the date on which such Series D-10
Preferred Share was issued by the Trust and end on and include the day preceding
the next succeeding March 15, June 15, September 15 or December 15 to occur
(whichever occurs first)).
"Issue Date" shall mean the first date on which any Series D-10
Preferred Shares are issued.
"Junior Shares" shall mean the Common Shares and any other class or
series of shares of beneficial interest of the Trust constituting junior shares
of beneficial interest as described in paragraph (c) of Section 9 hereof.
"Liquidation Preference" shall have the meaning set forth in paragraph
(a) of Section 4 hereof.
"Operating Partnership" shall mean Vornado Realty L.P., a Delaware
limited partnership.
"Parity Shares" shall mean any shares of beneficial interest as
described in paragraph (b) of Section 9 hereof.
"Person" shall mean any individual, firm, partnership, corporation,
limited liability company or other entity, and shall include any successor (by
merger or otherwise) of such entity.
"Redemption Date" shall have the meaning set forth in paragraph (c) of
Section 5 hereof.
"Redemption Price" shall have the meaning set forth in paragraph (a) of
Section 5 hereof.
"Series D-10 Preferred Shares" shall have the meaning set forth in
Section 1 hereof. It is the intention of the Trust in establishing the Series
D-10 Preferred Shares, that, except to the extent otherwise set forth herein,
each Series D-10 Preferred
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Share shall be substantially the economic equivalent of a Series D-10 Preferred
Unit in respect of which it was issued.
"Series D-10 Preferred Units" shall mean the Series D-10 Preferred
Units of limited partner interest of the Operating Partnership.
"Set apart for payment" shall be deemed to include, without any action
other than the following: the recording by the Trust in its accounting ledgers
of any accounting or bookkeeping entry which indicates, pursuant to the
authorization of a dividend or other distribution by the Board of Trustees, the
allocation of funds to be so paid on any series or class of shares of beneficial
interest of the Trust; provided, however, that if any funds for any class or
series of Junior Shares or any class or series of shares of beneficial interest
ranking on a parity with the Series D-10 Preferred Shares as to the payment of
dividends are placed in a separate account of the Trust or delivered to a
disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Series D-10 Preferred Shares shall mean placing such funds in a
separate account or delivering such funds to a disbursing, paying or other
similar agent.
"Transfer Agent" means First Union National Bank, Charlotte, North
Carolina, or such other agent or agents of the Trust as may be designated by the
Board of Trustees or its designee as the transfer agent for the Series D-10
Preferred Shares.
"Voting Preferred Shares" shall have the meaning set forth in Section
10 hereof.
SECTION 3. DIVIDENDS. (a) The holders of Series D-10 Preferred Shares
shall be entitled to receive, when, as and if authorized by the Board of
Trustees and declared by the Trust out of assets legally available for that
purpose, dividends payable in cash at the rate per annum of $1.75 per Series
D-10 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect
to each Series D-10 Preferred Share shall be cumulative from the date on which
such Series D-10 Preferred Share was issued by the Trust, whether or not in any
Dividend Period or Periods there shall be assets of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if authorized by the Board of Trustees and declared by the Trust, in arrears on
Dividend Payment Dates commencing with respect to each Series D-10 Preferred
Share on the first Dividend Payment Date after the date on which such Series
D-10 Preferred Share was issued by the Trust. Dividends are cumulative from the
most recent Dividend Payment Date to which dividends have been paid, whether or
not in any Dividend Period or Periods there shall be assets legally available
therefor. Each such dividend shall be payable in arrears to the holders of
record of the Series D-10 Preferred Shares, as they appear on the share records
of the Trust at the close of business on such record dates, not more than 30
days preceding the applicable Dividend Payment Date (the "Dividend Payment
Record Date"), as shall be fixed by the Board of Trustees. Accumulated and
unpaid dividends for any past Dividend Periods may be authorized and declared
and paid at any time, without reference to any regular Dividend Payment Date,
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to holders of record on such date, not exceeding 45 days preceding the payment
date thereof, as may be fixed by the Board of Trustees.
(b) The amount of dividends payable for each full Dividend Period for
each Series D-10 Preferred Share shall be computed by dividing the Annual
Dividend Rate by four. The amount of dividends payable for the initial Dividend
Period, or any other period shorter or longer than a full Dividend Period, on
the Series D-10 Preferred Shares shall be computed on the basis of twelve 30-day
months and a 360-day year. Holders of Series D-10 Preferred Shares shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of cumulative dividends, as herein provided, on the Series D-10 Preferred
Shares. No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on the Series D-10 Preferred Shares
that may be in arrears.
(c) So long as any Series D-10 Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall be
authorized and declared or paid or set apart for payment on any series or class
or classes of Parity Shares for any period unless full cumulative dividends have
been or contemporaneously are authorized and declared and paid or authorized and
declared and a sum sufficient for the payment thereof set apart for such payment
on the Series D-10 Preferred Shares for all Dividend Periods terminating on or
prior to the dividend payment date on such class or series of Parity Shares.
When dividends are not paid in full or a sum sufficient for such payment is not
set apart for payment, as aforesaid, all dividends authorized and declared upon
Series D-10 Preferred Shares and all dividends authorized and declared upon any
other series or class or classes of Parity Shares shall be authorized and
declared ratably in proportion to the respective amounts of dividends
accumulated and unpaid on the Series D-10 Preferred Shares and such Parity
Shares.
(d) So long as any Series D-10 Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Shares) shall be authorized and declared or paid or set apart for payment or
other distribution authorized and declared or made upon Junior Shares, nor shall
any Junior Shares be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of Common Shares made for purposes of
and in compliance with requirements of an employee incentive or benefit plan of
the Trust or any subsidiary, or as permitted under Article VI of the
Declaration), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any shares of beneficial
interest) by the Trust, directly or indirectly (except by conversion into or
exchange for Junior Shares), unless in each case (i) the full cumulative
dividends on all outstanding Series D-10 Preferred Shares and any other Parity
Shares of the Trust shall have been paid or set apart for payment for all past
Dividend Periods with respect to the Series D-10 Preferred Shares and all past
dividend periods with respect to such Parity Shares and (ii) sufficient funds
shall have been paid or set apart for the payment of the dividend for the
current Dividend Period with respect to the Series D-10 Preferred Shares and any
Parity Shares.
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(e) Any accumulated distributions on Series D-10 Preferred Units that
remain unpaid at the time such Series D-10 Preferred Units are acquired by the
Trust for Series D-10 Preferred Shares shall also be deemed to be accumulated
and unpaid dividends in respect of such Series D-10 Preferred Shares as of the
date of issuance of such Series D-10 Preferred Shares and shall be paid when
declared by the Board of Trustees.
SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any liquidation,
dissolution or winding up of the Trust, whether voluntary or involuntary, before
any payment or distribution of the assets of the Trust (whether capital or
surplus) shall be made to or set apart for the holders of Junior Shares, the
holders of Series D-10 Preferred Shares shall be entitled to receive Twenty Five
Dollars ($25.00) per Series D-10 Preferred Share (the "Liquidation Preference")
plus an amount equal to all dividends (whether or not earned or declared)
accumulated and unpaid thereon to the date of final distribution to such holder;
but such holders of Series D-10 Preferred Shares shall not be entitled to any
further payment. If, upon any such liquidation, dissolution or winding up of the
Trust, the assets of the Trust, or proceeds thereof, distributable among the
holders of Series D-10 Preferred Shares shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any other Parity
Shares, then such assets, or the proceeds thereof, shall be distributed among
the holders of such Series D-10 Preferred Shares and any such other Parity
Shares ratably in accordance with the respective amounts that would be payable
on such Series D-10 Preferred Shares and any such other Parity Shares if all
amounts payable thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Trust with one or more entities, (ii) a
statutory share exchange and (iii) a sale or transfer of all or substantially
all of the Trust's assets, shall not be deemed to be a liquidation, dissolution
or winding up, voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any series or
class or classes of shares of beneficial interest ranking on a parity with or
prior to the Series D-10 Preferred Shares upon liquidation, dissolution or
winding up, upon any liquidation, dissolution or winding up of the Trust, after
payment shall have been made in full to the holders of the Series D-10 Preferred
Shares, as provided in this Section 4, any series or class or classes of Junior
Shares shall, subject to any respective terms and provisions applying thereto,
be entitled to receive any and all assets remaining to be paid or distributed,
and the holders of the Series D-10 Preferred Shares shall not be entitled to
share therein.
SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST. (a) Except as
otherwise permitted by Article VI of the Declaration, the Series D-10 Preferred
Shares shall not be redeemable by the Trust prior to November 17, 2008. On and
after November 17, 2008, the Trust, at its option, may redeem the Series D-10
Preferred Shares, in whole or in part, as set forth herein, subject to the
provisions described below, at a redemption price, payable in cash, equal to the
Liquidation Preference plus dividends accumulated and unpaid thereon to the date
of redemption (the "Redemption Price").
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(b) If full cumulative dividends on the Series D-10 Preferred Shares
and any other series or class or classes of Parity Shares of the Trust have not
been paid or declared and set apart for payment, except as otherwise permitted
under Article VI of the Declaration, the Series D-10 Preferred Shares may not be
redeemed in part and the Trust may not purchase, redeem or otherwise acquire
Series D-10 Preferred Shares or any Parity Shares other than in exchange for
Junior Shares.
(c) If the Trust shall redeem shares of Series D-10 Preferred Shares
pursuant to paragraph (a) of this Section 5, notice of such redemption shall be
given to each holder of record of the Series D-10 Preferred Shares to be
redeemed not less than 30 nor more than 60 days prior to the Redemption Date (as
defined hereinafter). Such notice shall be provided by first class mail, postage
prepaid, at such holder's address as the same appears on the share transfer
records of the Trust, or by publication in The Wall Street Journal or The New
York Times, or if neither such newspaper is then being published, any other
daily newspaper of national circulation. If the Trust elects to provide such
notice by publication, it shall also promptly mail notice of such redemption to
the holders of the Series D-10 Preferred Shares to be redeemed. Neither the
failure to mail any notice required by this paragraph (c), nor any defect
therein or in the mailing thereof, to any particular holder, shall affect the
sufficiency of the notice or the validity of the proceedings for redemption with
respect to the other holders. Any notice that was mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date
mailed whether or not the holder receives the notice. Each such mailed or
published notice shall state, as appropriate: (1) the date on which such Series
D-10 Preferred Shares are to be redeemed (the "Redemption Date"); (2) the number
of Series D-10 Preferred Shares to be redeemed and, if fewer than all the Series
D-10 Preferred Shares are to be redeemed, the method of selecting the number of
such Series D-10 Preferred Shares to be redeemed from each holder; (3) the
Redemption Price; (4) the place or places at which certificates for such Series
D-10 Preferred Shares are to be surrendered for payment of the Redemption Price;
and (5) that dividends on the shares to be redeemed shall cease to accrue on
such Redemption Date except as otherwise provided herein. Notice having been
published or mailed as aforesaid, from and after the Redemption Date (unless the
Trust shall fail to make available an amount of cash necessary to effect such
redemption), (i) except as otherwise provided herein, dividends on the Series
D-10 Preferred Shares so called for redemption shall cease to accumulate, (ii)
said shares shall no longer be deemed to be outstanding, and (iii) all rights of
the holders thereof as holders of Series D-10 Preferred Shares of the Trust
shall cease (except the right to receive the Redemption Price, without interest
thereon, upon surrender and endorsement of their certificates if so required).
The Trust's obligation to provide cash in accordance with the preceding sentence
shall be deemed fulfilled if, on or before the Redemption Date, the Trust shall
deposit with a bank or trust company (which may be an affiliate of the Trust)
that has an office in the Borough of Manhattan, City of New York, or in
Baltimore, Maryland and that has, or is an affiliate of a bank or trust company
that has, a capital and surplus of at least $50,000,000, the cash necessary for
such redemption, in trust, with irrevocable instructions that such cash be
applied to the redemption of the Series D-10 Preferred Shares so called for
redemption. No interest shall accrue for the
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benefit of the holder of Series D-10 Preferred Shares to be redeemed on any cash
so set aside by the Trust. Subject to applicable escheat laws, any such cash
unclaimed at the end of two years from the Redemption Date shall revert to the
general funds of the Trust, after which reversion the holders of such shares so
called for redemption shall look only to the general funds of the Trust for the
payment of such cash.
As promptly as practicable after the surrender in accordance with said
notice of the certificates for any such Series D-10 Preferred Shares so redeemed
(properly endorsed or assigned for transfer, if the Trust shall so require and
if the notice shall so state), such Series D-10 Preferred Shares shall be
exchanged for the cash (without interest thereon) for which such Series D-10
Preferred Shares have been redeemed. If fewer than all of the outstanding Series
D-10 Preferred Shares are to be redeemed, the Series D-10 Preferred Shares to be
redeemed shall be selected by the Trust from the outstanding Series D-10
Preferred Shares not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Trust in its sole
discretion to be equitable. If fewer than all the Series D-10 Preferred Shares
evidenced by any certificate are redeemed, then new certificates evidencing the
unredeemed Series D-10 Preferred Shares shall be issued without cost to the
holder thereof.
SECTION 6. REACQUIRED SHARES TO BE RETIRED. All Series D-10 Preferred
Shares which shall have been issued and reacquired in any manner by the Trust
shall be restored to the status of authorized but unissued shares of Preferred
Stock, without designation as to series.
SECTION 7. NO RIGHT OF CONVERSION. The Series D-10 Preferred Shares are
not convertible into or exchangeable for any other property or securities of the
Trust at the option of any holder of Series D-10 Preferred Shares.
SECTION 8. PERMISSIBLE DISTRIBUTIONS. In determining whether a
distribution (other than upon liquidation, dissolution or winding up), whether
by dividend, or upon redemption or other acquisition of shares or otherwise, is
permitted under Maryland law, amounts that would be needed, if the Trust were to
be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of holders of shares of any class or series of beneficial
interest whose preferential rights upon dissolution are superior or prior to
those receiving the distribution shall not be added to the Trust's total
liabilities.
SECTION 9. RANKING. Any class or series of shares of beneficial
interest of the Trust shall be deemed to rank:
(a) prior to the Series D-10 Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of shares of such class or series shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to the
holders of Series D-10 Preferred Shares ("Senior Shares");
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(b) on a parity with the Series D-10 Preferred Shares, as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series D-10 Preferred Shares, if the holders of shares of such
class or series and the Series D-10 Preferred Shares shall be entitled to the
receipt of dividends and of amounts distributable upon liquidation, dissolution
or winding up in proportion to their respective amounts of accumulated and
unpaid dividends per share or liquidation preferences, without preference or
priority one over the other ("Parity Shares"); and
(c) junior to the Series D-10 Preferred Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such shares shall be Common Shares or if the holders of Series
D-10 Preferred Shares shall be entitled to receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of shares of such class or series, and
shares of such class or series shall not in either case rank prior to the Series
D-10 Preferred Shares.
Accordingly, the Series A Convertible Preferred Shares, Series B
Cumulative Redeemable Preferred Shares, Series C Cumulative Redeemable Preferred
Shares, Series D-1 Cumulative Redeemable Preferred Shares, Series D-2 Cumulative
Redeemable Preferred Shares, Series D-3 Cumulative Redeemable Preferred Shares,
Series D-4 Cumulative Redeemable Preferred Shares, Series D-5 Cumulative
Redeemable Preferred Shares, Series D-6 Cumulative Redeemable Preferred Shares,
Series D-7 Cumulative Redeemable Preferred Shares, Series D-8 Cumulative
Redeemable Preferred Shares and Series D-9 Cumulative Redeemable Preferred
Shares are Parity Shares.
SECTION 10. VOTING. Except as otherwise set forth herein, the Series
D-10 Preferred Shares shall not have any relative, participating, optional or
other voting rights or powers, and the consent of the holders thereof shall not
be required for the taking of any corporate (or trust) action.
If and whenever six quarterly dividends (whether or not consecutive)
payable on the Series D-10 Preferred Shares or any series or class of Parity
Shares shall be in arrears (which shall, with respect to any such quarterly
dividend, mean that any such dividend has not been paid in full) and whether or
not earned or declared, the number of trustees then constituting the Board of
Trustees shall be increased by two and the holders of Series D-10 Preferred
Shares, together with the holders of shares of every other series or class of
Parity Shares having like voting rights (shares of any such other series, the
"Voting Preferred Shares"), voting as a single class regardless of series, shall
be entitled to elect the two additional trustees to serve on the Board of
Trustees at any annual meeting of shareholders or special meeting held in place
thereof, or at a special meeting of the holders of Series D-10 Preferred Shares
and the Voting Preferred Shares called as hereinafter provided. Whenever all
arrears in dividends on the Series D-10
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Preferred Shares and the Voting Preferred Shares then outstanding shall have
been paid and full dividends thereon for the current quarterly dividend period
shall have been paid or declared and set apart for payment, then the right of
the holders of the Series D-10 Preferred Shares and the Voting Preferred Shares
to elect such additional two trustees shall cease (but subject always to the
same provision for the vesting of such voting rights in the case of any similar
future arrearages in six quarterly dividends), and the terms of office of all
persons elected as trustees by the holders of the Series D-10 Preferred Shares
and the Voting Preferred Shares shall forthwith terminate and the number of
trustees constituting the Board of Trustees shall be reduced accordingly. At any
time after such voting power shall have been so vested in the holders of shares
of Series D-10 Preferred Shares and the Voting Preferred Shares, the Secretary
of the Trust may, and upon the written request of any holder of Series D-10
Preferred Shares (addressed to the Secretary at the principal office of the
Trust) shall, call a special meeting of the holders of the Series D-10 Preferred
Shares and of the Voting Preferred Shares for the election of the two trustees
to be elected by them as herein provided, such call to be made by notice similar
to that provided in the Bylaws of the Trust for a special meeting of the
shareholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the Secretary within 20 days
after receipt of such request, then any holder of Series D-10 Preferred Shares
may call such meeting, upon the notice above provided, and for that purpose
shall have access to the stock books of the Trust. The trustees elected at any
such special meeting shall hold office until the next annual meeting of the
shareholders or special meeting held in lieu thereof if such office shall not
have previously terminated as above provided. If any vacancy shall occur among
the trustees elected by the holders of the Series D-10 Preferred Shares and the
Voting Preferred Shares, a successor shall be elected by the Board of Trustees,
upon the nomination of the then-remaining trustee elected by the holders of the
Series D-10 Preferred Shares and the Voting Preferred Shares or the successor of
such remaining trustee, to serve until the next annual meeting of the
shareholders or special meeting held in place thereof if such office shall not
have previously terminated as provided above.
So long as any Series D-10 Preferred Shares are outstanding, in
addition to any other vote or consent of shareholders required by the
Declaration, the affirmative vote of at least 66 2/3% of the votes entitled to
be cast by the holders of Series D-10 Preferred Shares and the Voting Preferred
Shares, at the time outstanding, voting as a single class regardless of series,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating (a) any amendment, alteration or repeal of any of the provisions of
the Declaration or these Articles Supplementary that materially and adversely
affects the voting powers, rights or preferences of the Series D-10 Preferred
Shares; provided, however, that (i) the amendment of the provisions of the
Declaration so as to authorize or create or to increase the authorized amount
of, any Junior Shares or any shares of any class or series ranking on a parity
with the Series D-10 Preferred Shares or the Voting Preferred Shares as defined
in Section 10(b) shall not be deemed to materially and adversely affect the
voting powers, rights or preferences of the holders of Series D-10 Preferred
Shares and (ii) any filing with the State Department of Assessments and
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Taxation of Maryland by the Trust in connection with a merger, consolidation or
sale of all or substantially all of the assets of the Trust shall not be deemed
to be an amendment, alteration or repeal of any of the provisions of the
Declaration or these Articles Supplementary that materially and adversely
affects the voting powers, rights or preferences of the holders of the Series
D-10 Preferred Shares, provided that: (1) the Trust is the surviving entity and
the Series D-10 Preferred Shares remain outstanding with the terms thereof
materially unchanged in any respect adverse to the holders thereof, or (2) the
resulting, surviving or transferee entity is organized under the laws of any
state and substitutes or exchanges the Series D-10 Preferred Shares for other
preferred stock or shares having substantially the same terms and same rights as
the Series D-10 Preferred Shares with respect to distributions, voting rights
and rights upon liquidation, dissolution or winding-up; and provided further,
that if any such amendment, alteration or repeal would materially and adversely
affect any voting powers, rights or preferences of the Series D-10 Preferred
Shares but not all series of Voting Preferred Shares at the time outstanding,
the affirmative vote of at least 66 2/3% of the votes entitled to be cast by the
holders of all series similarly affected at the time outstanding, voting as a
single class regardless of series, given in person or by proxy, either in
writing without a meeting or by vote at any meeting called for the purpose,
shall be required in lieu of the affirmative vote of at least 66 2/3% of the
votes entitled to be cast by the holders of the Series D-10 Preferred Shares and
the Voting Preferred Shares otherwise entitled to vote in accordance herewith,
or (b) the authorization or creation of, or the increase in the authorized or
issued amount of, any shares of any class or series or any security convertible
into or exchangeable for shares of any class or series ranking prior to the
Series D-10 Preferred Shares in the distribution of assets on any liquidation,
dissolution or winding up of the Trust or in the payment of dividends or
distributions; provided, however, that, in the case of each of subparagraphs (a)
and (b), no such vote of the holders of Series D-10 Preferred Shares or Voting
Preferred Shares, as the case may be, shall be required if, at or prior to the
time when such amendment, alteration or repeal is to take effect, or when the
issuance of any such prior shares or convertible security is to be made,
provision is made for the redemption of all Series D-10 Preferred Shares or
Voting Preferred Shares, as the case may be, at the time outstanding in
accordance with Section 5 hereof.
Any increase in the authorized number of shares constituting the Series
D-10 Preferred Shares for purposes of an issuance of such shares to persons
other than an issuance to be made solely to all of the then existing holders
thereof on an identical per share basis will require the affirmative vote of
66 2/3% of the votes entitled to be cast by the holders of Series D-10 Preferred
Shares.
For purposes of the foregoing provisions of this Section 10, each
Series D-10 Preferred Share shall have one (1) vote per share, except that when
any other series of Preferred Stock shall have the right to vote with the Series
D-10 Preferred Shares as a single class on any matter, then the Series D-10
Preferred Shares and such other series shall have with respect to such matters
one (1) vote per $25.00 of stated liquidation preference.
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SECTION 11. RECORD HOLDERS. The Trust and the Transfer Agent may deem
and treat the record holder of any Series D-10 Preferred Shares as the true and
lawful owner thereof for all purposes, and neither the Trust nor the Transfer
Agent shall be affected by any notice to the contrary.
SECTION 12. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The Series D-10
Preferred Shares constitute Preferred Stock, and Preferred Stock constitutes
Equity Stock of the Trust. Therefore, the Series D-10 Preferred Shares, being
Equity Stock, are governed by and issued subject to all the limitations, terms
and conditions of the Declaration applicable to Equity Stock generally,
including but not limited to the terms and conditions (including exceptions and
exemptions) of Article VI of the Declaration applicable to Equity Stock. The
foregoing sentence shall not be construed to limit the applicability to the
Series D-10 Preferred Shares of any other term or provision of the Declaration.
SECOND : The Shares have been classified and designated by the Board of
Trustees under the authority contained in the Declaration.
THIRD : These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.
FOURTH : In accordance with resolutions of the Board of Trustees, the
Pricing Committee of the Board of Trustees by resolution authorized Alan J. Rice
to attest to these Articles Supplementary as Authorized Agent.
FIFTH : The undersigned Executive Vice President - Finance and
Administration and Chief Financial Officer acknowledges these Articles
Supplementary to be the trust act of the Trust and, as to all matters or facts
required to be verified under oath, the undersigned Executive Vice President -
Finance and Administration - Chief Financial Officer acknowledges that, to the
best of his knowledge, information and belief, these matters and facts are true
in all material respects and that this statement is made under the penalties for
perjury.
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IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary
to be executed in its name and on its behalf by its Executive Vice President -
Finance and Administration and Chief Financial Officer and attested to by its
Authorized Agent on this 17th day of November, 2003.
VORNADO REALTY TRUST
By /s/ Joseph Macnow
-------------------------------------
Name: Joseph Macnow
Title: Executive Vice President -
Finance and Administration
and Chief Financial Officer
ATTEST:
/s/ Alan Rice
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Name: Alan Rice
Title: Authorized Agent